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SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release ("Agreement")
is made as of the 19th day of March, 1999, by and between FACTNet, Inc.,
a Colorado corporation, ("FACTNet"), Lawrence Wollersheim, as an
individual, ("Wollersheim"), Robert Penny as an individual, ("Penny"),
on the one hand, and Bridge Publications, Inc., ("BPI"), and Religious
Technology Center, ("RTC"), on the other hand. Each of the above named
entities and individuals is herein after referred to as "the parties".

The parties enter into this Agreement in recognition of the following:

A. Certain disputes have arisen among the parties concerning their
respective legal rights and obligations, which disputes have resulted,
and are likely to continue to result, in litigation, and create the
potential of future litigation if they are not resolved.

B. Among the consequences of those disputes has been litigation in the
form of the action entitled Bridge Publications Inc. v. FACTNet, Inc.,
et al. Civil Action Number 95-B-2143 pending in the United States
District Court for the District of Colorado ("BPI v. FACTNet").

C. The parties, recognizing the expense, vagaries, and uncertainties
of protracted litigation, have agreed to resolve their disputes, to
compromise their claims, and to memorialize their respective rights,
duties, responsibilities and obligations.

D. In full satisfaction of any and all disputes and claims, and in
consideration of the exchange of full, general, and mutual releases,
and upon the terms and conditions, the premises and promises, and the
covenants stated below, the parties agree as follows:

I. Undertakings of FACTNet, Wollersheim & Penny
Within 30 days of the execution of this Agreement by all parties,
FACTNet, Wollersheim and Penny shall:

A. Return to counsel of record herein for BPI all documents in
whatever form, including but not limited to copies, notes, digests,
summaries, extracts, computer discs and media (collectively
"document") known as the "Advanced Technology" of the Scientology
religion.

B. Return to counsel of record herein for BPI all other copyrighted
documents, the copyrights of which are claimed by any of the
"Scientology Related Entities" (all entities and organizations now or
hereafter affiliated or associated with the Scientology Religion and
all of the past, present, and future officers, directors, trustees and
representatives thereof), to be owned by or licensed by or to any of
them, ("Scientology Copyrighted Materials"), other than any published
work legally purchased by or given to FACTNet, Wollersheim or Penny.

C. Return to counsel of record herein for BPI all documents produced
by RTC and BPI in the BPI v. FACTNet case that are in their
possession, custody or control, or in the possession of their
attorneys, or which have been given to experts, including but not
limited to the financial records provided to defendants in that
action.

D. Retrieve and return to counsel of record herein for BPI, all
Advanced Technology or copyrighted documents that have been given to
counsel or any expert.

E. Execute the Consent to Entry of a Final Judgment and Permanent
Injunction in the BPI v. FACTNet case in the form annexed to this
Agreement as Attachment 1. However, BPI and RTC shall not take any
steps to execute or collect upon said judgment except as set forth at
Paragraph V below.

II. Future Copyright Infringement
FACTNet, Wollersheim and Penny expressly covenant that neither they
nor any person or entity acting on their behalf now has or will ever
knowingly have possession, custody, or control of any of the Advanced
Technology of Scientology in any form nor commit, encourage or approve
any conduct constituting copyright infringement of Scientology
Copyrighted Materials of the Scientology Related Entities.

III. General Releases
A. BPI hereby releases and forever discharges FACTNet from "any and
all claims" they may have against FACTNet, from the beginning of time
to and including the effective date of this agreement, save for the
Final Judgment being entered contemporaneously with the execution of
the Agreement.

B. FACTNet hereby releases and forever discharges BPI from "any and
all claims" which it may have against BPI, from the beginning of time
to and including the effective date of this agreement.

C. FACTNet, Wollersheim and Penny hereby release and forever discharge
BPI and RTC from all claims that were asserted or could have been
asserted in or arising out of BPI v. FACTNet.

D. BPI and RTC hereby release and forever discharge FACTNet,
Wollersheim and Penny from all claims that were asserted or could have
been asserted in or arising out of BPI v. FACTNet.

E. The term "any and all claims" as used in subparagraphs A and B
above, means and includes, but is not limited to, all claims of any
kind, whether known or unknown, in law or in equity, anticipated or
unanticipated, past or present, contingent or fixed, matured or
inchoate, as of the effective date of this Agreement, save for said
Final Judgment.

IV. Representations and Warranties
The parties to this Agreement covenant, represent, warrant, and agree
as follows:

A. The parties and each of them hereby acknowledge that they have been
represented by counsel of their choice throughout the negotiations
which resulted in the drafting, review and execution of this
Agreement. The parties each acknowledge that it has executed this
Agreement voluntarily, without coercion or duress of any kind, and
upon the advice of counsel.

B. The parties have read this Agreement and understand its contents.

C. The parties have made such investigation of the facts pertaining to
this Agreement, and of all the terms thereof and matters pertaining
thereto, as they have deemed necessary.

D. Each party to this Agreement has cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made
of this Agreement, it shall not be construed against any party on the
basis of authorship.

E. All signatories to this Agreement represent that they are duly
authorized and have the full power and authority to enter into this
Agreement.

F. Each of the parties to this agreement represents and warrants that
it has not sold, pledged, assigned, impaired or otherwise transferred
to any third party any interest in any claim it may have against
another party to this Agreement which is being released under this
Agreement, and each agrees to indemnify and hold the other harmless
from any liability, including actual costs of defense, resulting from
having assigned or transferred such interest to a third party.

G. All representations, warranties and rights hereunder, shall be
binding upon and inure to the benefit of their respective successors
and assigns.

H. FACTNet, Wollersheim and Penny acknowledge that each and every
representation, warranty, agreement and undertaking of them set forth
in this Agreement is a separate material term and condition hereof,
and a breach of any shall give rise to the remedies set forth herein.

V. Execution Upon and Collection of Final Judgment
Contemporaneous with the execution of this Agreement, there is being
entered with the Federal District Court for the District of Colorado
in Denver, the Final Judgment and Permanent Injunction which provides,
inter alia, for Final Judgment against FACTNet in the amount of One
Million dollars ($1,000,000.00) none of which amount shall be
dischargeable in Bankruptcy.

RTC or BPI may execute and collect upon said Judgment, against
FACTNet to the full extent permitted by law, but only if it is
determined that FACTNet has committed an act constituting a violation
or contempt of the Permanent Injunction entered contemporaneously.

VI. Nature of the Agreement
The terms of this Agreement are contractual and not mere recitals.

This Agreement may be amended only by a written instrument executed by
all of the parties to this Agreement or their respective successors.

In addition, the headings that are used herein are for the convenience
of the Parties and do not form any part of the contractual terms of
this Agreement.

VII. Costs Attendant to Settlement
Each party to this Agreement shall bear its respective costs with
respect to the negotiation, drafting, execution, and performance of
this Agreement and all acts required to be undertaken by the terms
thereof.

VIII. Third Party Beneficiaries of this Agreement
To the extent that this Agreement inures to the benefit of persons or
entities not named parties or signatories hereto, this Agreement is
hereby declared to be made for their respective benefits and shall be
directly enforceable by each of them.

IX. Additional Acts
All parties shall execute and deliver all documents and perform all
further acts that may be reasonably necessary and useful to effectuate
the purposes and provisions of this Agreement.

X. Severability
In the event any provision of this Agreement is finally held to be
void or otherwise unenforceable by the highest court of competent
jurisdiction to address the matter, all remaining provisions shall
remain in full force and effect.

XI. Inconsistent Acts
All parties to this Agreement agree to forbear and refrain from doing
any act or exercising any right, whether existing now or in the
future, which act or exercise is inconsistent with this Agreement.

XII. Modification or Revocation
This Agreement may not be modified or revoked except by a written
instrument executed by all parties to this Agreement.

XIII. Entire Agreements and Counterparts
This Agreement contains the entire agreement and understandings
between the parties. There are no prior or contemporaneous oral
agreements or undertakings, nor any other written agreements between
the parties. This Agreement may be executed and delivered in
counterparts by facsimile transmission or otherwise, each of which
shall be deemed an original.

XIV. Notices
Any and all notices permitted or required pursuant to the terms of
this Agreement shall be in writing and shall be transmitted via
prepaid United States mail, sent certified mail, return receipt
requested, addressed as follows:

A. As to FACTNet, any and all such notices shall be addressed to:

Daniel A. Leipold, Esq.

Leipold, Donohue & Shipe
960-A West Seventeenth Street
Santa Ana, California 92706
B. As to Wollersheim, any and all such notices shall be addressed to:

Clifford L. Beem, Esq.

Beem & Mann
1 Norwest Center, Suite 3901
1700 Lincoln St.

Denver, Colorado 80203
C. As to Penny, any and all such notices shall be addressed to :

Robert Penny
C/O Ann Weber
6962 Miro Court
Longmont, Colorado 80501
D. As to the Scientology Related Entities, any and all such notices
shall be addressed to:

Samuel D. Rosen, Esq.

Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue, 31st Floor
New York, New York 10022
Any said notice shall be effective upon receipt. Any change in the
above persons or addresses to which notices under this Agreement are
to be sent shall be accomplished by, and effective immediately upon,
the service of notice of such change upon the other party hereto in
accordance with the terms hereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement, on the date first appearing above.